Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Emmett Dan A
   2. Issuer Name and Ticker or Trading Symbol
Douglas Emmett Inc [DEI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board
(Last)
(First)
(Middle)
808 WILSHIRE BOULEVARD, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
02/26/2010
(Street)

SANTA MONICA, CA 90401		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/26/2010   G   72,000 D $ 14.09 4,631,007 D  
Common Stock 03/23/2010   C   410,000 A (1) 5,041,007 (2) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Partnership Common Units (3) $ 0 03/23/2010   C     410,000   (4)   (5) Common Stock 410,000 (6) 13,258,050 (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Emmett Dan A
808 WILSHIRE BOULEVARD
SUITE 200
SANTA MONICA, CA 90401		   X   X   Chairman of the Board  

Signatures

 Dan A. Emmett   03/24/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) OP Units are convertible into Issuer's common stock on a one-for-one basis. See also Footnote 6.
(2) Ownership includes the following shares of common stock which the Reporting Person disclaims: (i) 198,000 shares held by trusts (the "Trusts") for the Reporting Person's spouse and children; (ii) except to the extent of his pecuniary interest therein, 300,000 shares held by Rivermouth Partners, a California limited partnership ("Rivermouth"); and (iii) 172,500 shares owned by the Emmett Foundation.
(3) Represents limited partnership units ("OP Units") in Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"), whose general partner is wholly owned by the Issuer. The OP Units were acquired by the Reporting Person on October 30, 2006.
(4) Commencing 14 months after issuance, OP Units may be redeemed at the option of the Issuer for (i) cash distribution from the Operating Partnership at the request of the Reporting Person, or (ii) common stock of the Issuer. The cash distribution price of the OP Units is based on a discounted fair market value of an equivalent number of shares of the Issuer's common stock.
(5) Not applicable.
(6) The OP Units are not traded, but have an economic interest equivalent to one share of the Issuer's common stock.
(7) Ownership includes the following OP Units disclaimed by the Reporting Person: (i) except to the extent of his pecuniary interest therein, 3,017,288 OP Units owned by Rivermouth; and (ii) 382,425 OP Units owned by the Trusts.

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